US GAAP Financial Reporting Taxonomy Website Terms and Conditions

THE US GAAP FINANCIAL REPORTING TAXONOMY (THE “TAXONOMY”) IS BEING MADE AVAILABLE TO YOU IN CONNECTION WITH YOUR USE IN SUBMITTING FILINGS TO THE SECURITIES EXCHANGE COMMISION (THE “SEC”), AS WELL AS FOR THE PUBLIC REVIEW (AS DEFINED BELOW). CAREFULLY READ THE FOLLOWING AGREEMENT ("AGREEMENT"). BY CLICKING THE "ACCEPT" BUTTON BELOW, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO ACCEPT THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE, NOR MAY YOU PARTICIPATE IN THE PUBLIC REVIEW OF, THE TAXONOMY.

Financial Accounting Foundation US GAAP FINANCIAL REPORTING TAXONOMY

License Grant for Public Review and General Use.

(a) For the duration of the Term, provided that You are not in breach of any term or condition of this Agreement, the Financial Accounting Foundation ("FAF") hereby grants to users (including You) and other person or persons (“You” or, in the context of You providing Commentary (as defined below), the “Commenter,” and collectively, the “Commenters”), and You and the Commenters hereby accept, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable and nonassignable license, without the right to sublicense, to use the Taxonomy solely (i) in furtherance of Commenters’ providing feedback, comment, modification, criticism, information technology, enhancement or any other communication in connection therewith (“Commentary”) to FAF regarding the Taxonomy; (ii) for use in submitting filings to the SEC to comply with SEC regulations, and (iii) to be used by the public, royalty-free, in reporting financial statements under U.S. generally accepted accounting principles, and may be incorporated without change, in whole or in part, in other works (the “Permitted Works”) that comment on, explain, or assist in the use or implementation of the Taxonomy (Permitted Works may be copied, published and distributed by its creator without restriction of any kind imposed hereby; provided, the Notice: Authorized Uses notice [http://xbrl.fasb.org/terms/TaxonomiesTermsConditions.html] is included on the first page thereof or prominently thereon; provided, further, that under no circumstances may the Taxonomy, or any part of it, be modified in any way (except as permitted herein), such as by removing the copyright notice or references to the copyright holder, except as required to translate it into languages other than English or with the prior written consent of FAF) ((ii) and (iii), collectively, the “General Use”).

(b) Except for such rights expressly granted to You herein, no license, right, title, or interest in or to the Taxonomy or any other Intellectual Property (as defined below) of the FAF is granted to You or any other person or entity, either expressly or by implication, estoppel, or otherwise. You are solely responsible for obtaining Your own access to the Internet, and any necessary software, that will permit You to access the website on which the FAF elects to make the Taxonomy available and to download the Taxonomy.

(c) You acknowledge that all title, ownership rights, and any and all Intellectual Property rights in and to the Taxonomy (and any and all copies, new versions, and any other manifestations thereof, in tangible or intangible form) shall remain with FAF at all times. The Taxonomy is protected by copyright laws and international copyright treaties. Except as expressly provided herein, all rights, title, and interest in and to the Taxonomy remains with FAF and its licensors, if any. No Intellectual Property right shall vest in or be transferred to You, except for the limited license expressly stated herein. FAF reserves all rights not expressly granted to You under this Agreement. For purposes of this Agreement, “Intellectual Property” means, for any person or entity, patents (including patent applications), know-how, trademarks, trade names, service marks, domain names, trade dress, logos or other identifying indicia, trade secrets, copyrights and copyrighted materials, software, confidential information, systems, technology, supplier data and access to any other intellectual property owned or controlled by, or licensed to such person or entity.

(d) The process of FAF making the Taxonomy available for public review on an ongoing basis, the review by Commenters, the Commentary provided by Commenters, and any subsequent use of such Commentary by the FAF shall be referred to collectively as, the “Public Review.”

Background of Taxonomy and Public Review. The SEC has granted the FAF a coextensive license in the unlimited rights the SEC holds, pursuant to Federal Acquisition Regulations (“FARs”) 52.227-14 (Alternative IV), in certain previous versions of the Taxonomy and ancillary materials created in connection therewith and has granted the FAF its authorization and consent to use of all such copyrighted material with the full range of protection permitted under 28 U.S.C. § 1498. Consequently, the FAF has granted the SEC unlimited rights, consistent with FARs 52.227-14, in the Taxonomy and ancillary materials created by the FAF. As such, the FAF must be able to freely (i) incorporate into the Taxonomy and use all Commentary (including derivative works thereof), and (ii) license the same to the SEC and the public in order to effect the requirements of the SEC and our provision of the Taxonomy. The license and use grants required of Commenters herein are necessary, in whole or in part, to effect that mandate.

Restrictions on use.

(a) No right is conveyed hereunder to You or any other person or entity to use or disseminate the Taxonomy for any other purpose whatsoever except for Public Review and General Use.

(b) Except as expressly permitted by this Agreement or applicable law, You shall not and shall not attempt to, and shall not permit any third party to or attempt to: (a) permit any person, other than You, to use or access the Taxonomy except under the terms set forth herein, (b) alter, remove, or obscure any copyright or other proprietary or legal notice on or in the Taxonomy; (c) use the name, logos, or other trademarks of the FAF or any of its standard setting boards (including the FASB and the Governmental Accounting Standards Board (the “GASB”)) without the FAF’s prior written consent; (d) sell, resell, license or sublicense the Taxonomy, in whole or in part, to any third party; (e) use the Taxonomy for any illegal purposes; or (f) make use of the Taxonomy other than for Public Review and General Use.

Nature of Commentary Provided by You as Part of Public Review.

(a) As a Commenter, You must not include in Your Commentary any information or technology that cannot be freely disclosed to and used by FAF and the public. Any information or material You transmit to FAF by filling in an on-line form, sending an e-mail (whether editorial or technical in nature), or other activity, including providing Commentary as part of the Public Review will be treated as non-confidential and non-proprietary.

(b) In addition, by providing Commentary to FAF as part of the Public Review, You represent, warrant and covenant to FAF that such Commentary does not and will not infringe the intellectual property rights of any third party. By receiving Your Commentary, FAF shall not be deemed to accept or endorse the Commentary as meeting any standard of performance or quality or being fit for any particular use or purpose. FAF's receipt or publication of such Commentary, or any portion thereof, shall not give rise to any obligation on the part of FAF and, in particular, shall not be taken as an indication that FAF has conducted any evaluation or assessment of the Commentary.

Licensing of Improvements and Commentary as Part of Public Review.

(a) By submitting Commentary, You (i) acknowledge that, unless we agree in writing in advance, (a) anything You transmit, whether electronically or in hard copy, may be used by the FAF and its affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, incorporation, use, publication, broadcast and posting, and (b) the FAF may use the ideas, concepts, know-how or techniques You transmit to FAF in any manner, and (ii) grant to FAF, and FAF hereby accepts, a non-exclusive, transferable, sublicensable and assignable license, without further consideration, to all right, title and interest in any such Commentary, including any copyrights or patents therein. By submitting Commentary, You waive any claim against FAF (its sublicenses, successors and assigns) arising from the submission, publication or use of the information or technology.

(b) To the extent that You (i) incorporate the Taxonomy into any other taxonomy in violation of this Agreement or (ii) develop, create or conceive of any improvement, invention, discovery, technique, technology, method, software, know-how, business processes, derivative work, or trade secret or any other work, including the creation of modified, new, revised or additional “extension elements” or company specific “extension elements” (other than for company internal operations and use, or which constitute Permitted Works), including, without limitation, extension elements made part of any public submission to the SEC (collectively, the “Improvements”), either alone or in conjunction with others, based on or as a result of having been provided access to, or use of, the Taxonomy, in consideration of the disclosure of the Taxonomy to You, You hereby grants to FAF, and FAF hereby accepts, a non-exclusive, transferable, sublicensable and assignable license, without further consideration, to all of Your interests in the taxonomy into which the Taxonomy is incorporated and in all other Improvements.

(c) Further, You hereby constitute and appoint the FAF or the FAF's designee (as the FAF determines) as Your attorney-in-fact with full power in Your name, place and stead to do or accomplish any of the aforementioned undertakings (including such license grants) and to execute such documents or instruments in the name or stead of You as may be necessary, convenient, desirable or proper in the FAF’s sole and exclusive discretion to effect such licensing of Your Commentary and Improvements. The aforementioned power of attorney shall be a power of attorney coupled with an interest and irrevocable. In the event any action is brought by the FAF to enforce any rights hereunder.

(d) Neither FAF nor any other person shall be required to pay You any royalties or other compensation arising from Your submission of Commentary to FAF, FAF’s use of Improvements, or from FAF's dissemination thereof, or from any use of the Commentary or Improvements by a person to whom FAF has disclosed it.

Term.

(a) This Agreement will take effect, and Your non-exclusive license to review the Taxonomy as part of the Public Review, or in connection with General Use of the Taxonomy (as applicable), will begin immediately upon clicking the “ACCEPT” button below, and continue until termination in accordance with the terms hereof; provided, that FAF reserves the right to require acknowledgment of the terms and conditions herein, as the same may be updated and modified from time to time, upon each instance of user login. Email or information provided by FAF upon user login shall be an acceptable form of written notice for purposes of this Section.

(b) FAF may terminate the rights and licenses granted to you under this Agreement upon its determination that You are in breach of the terms hereof.

(c) Upon termination or expiration of this Agreement, all licenses granted to You under this Agreement shall cease and You shall immediately) cease access to and use of the Taxonomy; provided, that all licenses granted herein by You in and to any and all Commentary and Improvements shall survive the termination of this Agreement.

Permitted Contact. You agree that the FAF and/or FASB, and their respective successors and assigns, either directly or through their authorized agents, may send emails (and or other electronic communications) to You regarding Your participation in the Public Review, Your General Use, and any other matters related to the Taxonomy, and/or other product and service offerings and operations of the FAF, FASB and GASB.

Disclaimer of Warranties; Limitation of Liability.

(a) YOUR USE OF THE TAXONOMY AND YOUR PARTICIPATION IN THE PUBLIC REVIEW IS AT YOUR SOLE RISK. THE TAXONOMY IS PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE," FOR YOUR (I) GENERAL USE, AND (II) ACCESS AND REVIEW AS PART OF THE PUBLIC REVIEW, IN EACH CASE, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, OF ITS QUALITY, ACCURACY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FAF DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING YOUR ABILITY TO ACCESS THE TAXONOMY, ANY INTERRUPTION OF ACCESS OR ERRORS IN ACCESSING, OR THAT DEFECTS IN THE TAXONOMY WILL BE CORRECTED, OR THE USE OF, OR THE RESULTS OBTAINED WITH THE PRODUCT IN TERMS OF ACCURACY, CORRECTNESS, OR RELIABILITY. WITHOUT LIMITING THE FOREGOING, THE FAF DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES THAT THE TAXONOMY IS FIT FOR A PARTICULAR PURPOSE OR NEED, OR IS NON-INFRINGING.

(b) EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, (I) IN NO EVENT SHALL THE FAF OR ITS THIRD PARTY SOFTWARE OR DATA PROVIDERS BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, RELIANCE, TORT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DELAYS, ERRORS, OMISSIONS, INACCURACIES, LOST DATA, THE COST OF RECOVERING SUCH PROGRAMS OR DATA, THE COST OF ANY SUBSTITUTE PROGRAM, CLAIMS BY THIRD PARTIES, DATA ACCURACY, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, REGARDLESS OF WHETHER THE FAF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) THE MAXIMUM AGGREGATE LIABILITY OF THE FAF IN CONNECTION WITH THIS AGREEMENT OR THE TAXONOMY SHALL BE LIMITED TO ANY FEE, IF ANY, PAID BY YOU FOR THE LICENSE GRANTED HEREUNDER.

(c) FAF shall incur no liability to any third party, including You or other Commenters, arising from Your submission of Commentary in the course of Your participation in the Public Review or from any publication or use of such Commentary by FAF.

(d) You agree that the limitations and exclusions of liability contained in the Agreement are reasonable. You, for Yourself and each of Your affiliates, hereby release FAF from any and all claims You and/or any of them may have against FAF or its agents as a result of the inability to access the Taxonomy. You shall indemnify, reimburse, defend and hold harmless the FAF in respect of any losses suffered by the FAF: (1) as a result of a claims and damages (including reasonable attorneys’ fees) made against the FAF regarding Your use of the Taxonomy by You or Your affiliates where such liability would be excluded or limited under this Agreement if such claims were made by You against the FAF assuming the validity and enforceability of the immediately preceding sentence, (2) any damages or harm You or any of Your affiliates may suffer as a result of the inability to access the Taxonomy, and (3) as a result of any use of the Taxonomy by You or through Your account other than as expressly permitted hereunder.

Miscellaneous

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut without reference to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Vienna Convention on the International Sale of Goods shall not apply. You agree that any disputes brought by You arising under, out of, or in any way connected with this Agreement shall be litigated exclusively in the federal or state courts situated in the State of Connecticut. The FAF may bring an action against You in any location including, without limitation, the State of Connecticut. You hereby consent to the personal jurisdiction of the federal or state courts situated in the State of Connecticut and waive any defense or claim of inconvenient forum, improper venue, or any similar claim or defense.

(b) FAF reserves the right, in its sole discretion and without prior written notice to You, to modify, augment, or otherwise alter the terms of this Agreement in the course of any term of Your usage. You acknowledge and agree that any and all modifications, augmentations and other alterations of this Agreement made by the FAF shall be binding upon You on and as of the posting of such updated Agreement on the Taxonomy web site. You further acknowledge that it is Your duty and obligation to apprise Yourself of, and comply with, the terms of this Agreement, as modified from time to time, each time You access the Taxonomy, whether for Public Review or General Use.

(c) Under no circumstances may the Taxonomy, or any part of it, be modified in any way, such as by removing the copyright notice or references to the copyright holder, except as required to translate it into languages other than English or with the prior written consent of the FAF.

Copyright in some of the content available in this Taxonomy belongs to third parties, including XBRL International (such third party content, “Third Party Documents”), and such content has been produced on this website (and in this Taxonomy) with the permission of the Third Party Documents copyright holders, including XBRL International. Please check copyright notices on or in respect of individual Third Party Documents. With respect to XBRL International, their Third Party Documents may only be used in accordance with the terms and conditions of the XBRL International Intellectual Property Policy located at http://www.xbrl.org/Legal2/XBRL-IP-Policy-2007-02-20.pdf (as the same may be amended from time to time). The content located at such website, or in any other copyright notices for Third Party Document copyright holders is the sole property of such Third Party Document copyright holder(s) and is provided therein by such Third Party Document copyright holder(s), "as is” without warranty of any kind, either express or implied by FAF, and FAF has no responsibility for the content or obligations therein.

(d) Sections 5, 6(c), 8 and 9 will survive termination or expiration of this Agreement for any reason. Termination or expiration of this Agreement will not affect any right accrued up to the date of termination or expiration.

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In order to participate in the Public Review or engage in General Use, You must agree to these terms and conditions.

Clicking the “ACCEPT” button below indicates that you have read and agree with the terms and conditions for this review.